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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549

FORM 10-QSB

|x                                                                              | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934
|------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------
|For the quarterly period ended June 30, 2002                                  
|                                                                              
|o                                                                              | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934            
|For the transition period from_______to_________ Commission File No.
000-31711



|BOE FINANCIAL SERVICES OF VIRGINIA, INC.                         
|-----------------------------------------------------------------
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Virginia                                                         
|                                                                 
|(State or other jurisdiction ofincorporation or organization)    
|                                                                 
|323 Prince St., Tappahannock, VA                                 
|                                                                 
|(Address of principal executive offices)                         
|                                                                 
|(804) 443-4343                                                   
|                                                                 
|(Issuers telephone number, including area code)                 
|                                                                 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo o

State the number of shares outstanding of each of the issuers classes of common equity as of July 31,
2002.

| | Class                         |  | Outstanding at July 31, 2002
| | ----------------------------- |  | ----------------------------
| |                               |  |                             
| | Common Stock, $5.00 par value |  | 1,175,889                   
| |                               |  |                             

Transitional Small Business Disclosure Format (Check one): Yeso No x

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BOE Financial Services of Virginia, Inc.

FORM 10-QSB

INDEX

|                               | Page                                                                                            
|------------------------------ | ------------------------------------------------------------------------------------------------
|                               |                                                                                                 
|PART I -
FINANCIAL INFORMATION |                                                                                                 
|                               |                                                                                                 
|Item 1.                        | Financial Statements                                                                            
|                               |                                                                                                 
|                               | Consolidated Balance SheetsJune 30, 2002 and December 31, 2001                                  
|                               |                                                                                                 
|                               | Consolidated Statements of EarningsThree months ended June 30, 2002 and 2001                    
|                               |                                                                                                 
|                               | Consolidated Statements of EarningsSix months ended June 30, 2002 and 2001                      
|                               |                                                                                                 
|                               | Consolidated Statement of Cash FlowsSix months ended June 30, 2002 and 2001                     
|                               |                                                                                                 
|                               | Consolidated Statement of Changes in Stockholders EquitySix months ended June 30, 2002 and 2001
|                               |                                                                                                 
|                               | Notes to Consolidated Financial Statements                                                      
|                               |                                                                                                 
|Item 2.                        | Managements Discussion and Analysis or Plan of Operation                                       
|                               |                                                                                                 
|PART II -
OTHER INFORMATION    |                                                                                                 
|                               |                                                                                                 
|Item 1.                        | Legal Proceedings                                                                               
|                               |                                                                                                 
|Item 2.                        | Changes in Securities                                                                           
|                               |                                                                                                 
|Item 3.                        | Defaults Upon Senior Securities                                                                 
|                               |                                                                                                 
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                             
|                               |                                                                                                 
|Item 5.                        | Other Information                                                                               
|                               |                                                                                                 
|Item 6.                        | Exhibits and Reports on Form 8-K                                                                
|                               |                                                                                                 
|                               | Signatures                                                                                      
|                               |                                                                                                 
|                               |                                                                                                 
|                               |                                                                                                 



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PART I 
FINANCIAL INFORMATION

Item 1. 
Financial StatementsBOE FINANCIAL SERVICES OF VA., INC.Consolidated Balance Sheets (in Thousands)

|                                 |                                                                                               |   | June 30,2002 |             |   | December 31,2001 |        
|-------------------------------- | --------------------------------------------------------------------------------------------- | - | ------------ | ----------- | - | ---------------- | -------
|                                 | ASSETS                                                                                        |   |              | (Unaudited) |   |                  |        
|Cash and due from banks          |                                                                                               | $ | 6,212        |             | $ | 6,093            |        
|Federal funds sold               |                                                                                               |   |             |             |   | 7,617            |        
|Securities available for sale    |                                                                                               |   |              |             |   |                  |        
|                                 | U.S. Government agencies (book value of $7,338-2002 and $7,084-2001)                          |   |              | 7,482       |   |                  | 7,159  
|                                 | Obligations of state and political subdivisions (book value of $27,258-2002 and $24,687-2001) |   |              | 28,248      |   |                  | 25,029 
|                                 | Other Securities (book value of $5,571-2002 and $5,719-2001)                                  |   |              | 5,980       |   |                  | 6,080  
|Loans held for resale            |                                                                                               |   |             |             |   | 906              |        
|Loans                            |                                                                                               |   | 162,071      |             |   | 153,961          |        
|Less: Allowance for loan loss    |                                                                                               |   | (2,161       | )           |   | (2,084           | )      
|                                 |                                                                                               |   |              |             |   |                  |        
|                                 | Net loans                                                                                     |   |              | 159,910     |   |                  | 151,877
|Bank premises and equipment, net |                                                                                               |   | 6,628        |             |   | 6,764            |        
|Accrued interest receivable      |                                                                                               |   | 1,434        |             |   | 1,447            |        
|Intangible assets, net           |                                                                                               |   | 1,091        |             |   | 1,153            |        
|Other assets                     |                                                                                               |   | 3,026        |             |   | 3,047            |        
|                                 |                                                                                               |   |              |             |   |                  |        
|                                 | Total assets                                                                                  |   | $            | 220,011     |   | $                | 217,172
|                                 |                                                                                               |   |              |             |   |                  |        
|                                 |                                                                                               |   |              |             |   |                  |        

See accompanying notes to consolidated financial statements.



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BOE FINANCIAL SERVICES OF VA., INC.Consolidated Balance Sheets(in Thousands)

|                                       |                                | June 30, 2002                              |         | December 31, 2001 |        
|-------------------------------------- | ------------------------------ | ------------------------------------------ | ------- | ----------------- | -------
|                                      
|LIABILITIES AND STOCKHOLDERS EQUITY   |                                | (Unaudited)                                |         |                   |        
|Deposits                               |                                |                                            |         |                   |        
|                                       | Noninterest bearing deposits   |                                            | $       | 19,022            |        
|                                       | Savings, NOW and MMDA accounts |                                            |         | 53,825            |        
|                                       | Certificates of deposit        |                                            |         | 117,036           |        
|                                       |                                |                                            |         |                   |        
|                                       |                                | Total deposits                             |         |                   | 189,883
|                                       |                                |                                            |         |                   |        
|Federal Home Loan Bank advances        |                                |                                            | 8,000   |                   |        
|Federal funds purchased                |                                |                                            | 150     |                   |        
|Accrued interest payable               |                                |                                            | 507     |                   |        
|Other liabilities                      |                                |                                            | 1,149   |                   |        
|                                       |                                |                                            |         |                   |        
|                                       |                                | Total liabilities                          |         |                   | 199,689
|                                       |                                |                                            |         |                   |        
|Stockholders Equity                   |                                |                                            |         |                   |        
|Common stock, $5.00 par value          |                                |                                            | 5,880   |                   |        
|                                       |                                |                                            |         |                   |        
|                                       |                                |                                            | 6/30/02 |                   |        
|                                       |                                |                                            |         |                   |        
|Shares auth.                           | 10,000,000                     |                                            |         | 10,000,000        |        
|Shares o/s                             | 1,175,889                      |                                            |         | 1,174,078         |        
|Paid in capital                        |                                |                                            | 4,904   |                   |        
|Accumulated other comprehensive income |                                |                                            | 1,019   |                   |        
|Retained earnings                      |                                |                                            | 8,519   |                   |        
|                                       |                                |                                            |         |                   |        
|                                       |                                | Total stockholders equity                 |         |                   | 20,322 
|                                       |                                |                                            |         |                   |        
|                                       |                                | Total liabilities and stockholders equity |         | $                 | 220,011
|                                       |                                |                                            |         |                   |        

See accompanying notes to consolidated financial statements.



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BOE FINANCIAL SERVICES OF VA., INC.Consolidated Statements of Earnings(in Thousands)

|                                                                  |                           | Three Months Ended June 30, |      
|----------------------------------------------------------------- | ------------------------- | --------------------------- | -----
|                                                                  |                           |                            
|                                                                  |                           | 2002                        |      
|                                                                  |                           | (Unaudited)                 |      
|                                                                  | Interest Income           |                             |      
|Interest and fees on loans                                        |                           | $                           | 2,926
|Interest on federal funds sold                                    |                           |                             | 3    
|Interest on U.S. Treasury securities and U.S. Agency Obligations. |                           |                             | 108  
|Interest on obligations of state and political subdivisions       |                           |                             | 342  
|Interest on other securities                                      |                           |                             | 99   
|Other interest income                                             |                           |                             | 0    
|                                                                  |                           |                             |      
|                                                                  | Total interest income     |                             | $    
|                                                                  |                           |                             |      
|                                                                  | Interest Expense          |                             |      
|Interest on savings and interest bearing deposits                 |                           |                             | 215  
|Interest on certificates of deposit                               |                           |                             | 1,177
|Interest on federal funds purchased                               |                           |                             | 3    
|Interest Federal Home Loan Bank advances                          |                           |                             | 55   
|                                                                  |                           |                             |      
|                                                                  | Total interest expense    |                             |      
|                                                                  |                           |                             |      
|Net interest income                                               |                           |                             | 2,028
|Provision for loan losses                                         |                           |                             | 170  
|                                                                  |                           |                             |      
|Net interest income after provision for loan losses               |                           |                             | 1,858
|                                                                  |                           |                             |      
|                                                                  | Noninterest Income        |                             |      
|Service charges on deposit accounts                               |                           |                             | 182  
|Securities losses -net                                            |                           |                             | (1   
|Gains/(losses) on sale of loans                                   |                           |                             | (18  
|Other fee income                                                  |                           |                             | 62   
|All other noninterest income                                      |                           |                             | 95   
|                                                                  |                           |                             |      
|                                                                  | Total noninterest income  |                             |      
|                                                                  |                           |                             |      
|                                                                  | Noninterest Expense       |                             |      
|Salaries and employee benefits                                    |                           |                             | 808  
|Premises and fixed assets                                         |                           |                             | 214  
|Intangible premium amortization                                   |                           |                             | 32   
|Other expenses                                                    |                           |                             | 460  
|                                                                  |                           |                             |      
|                                                                  | Total noninterest expense |                             |      
|                                                                  |                           |                             |      
|Income before income taxes                                        |                           |                             | 664  
|Income taxes                                                      |                           |                             | 140  
|                                                                  |                           |                             |      
|                                                                  | Net income                |                             | $    
|                                                                  |                           |                             |      
|Earnings per share, basic and diluted                             |                           | $                           | 0.44 

See accompanying notes to consolidated financial statements.



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BOE FINANCIAL SERVICES OF VA., INC.Consolidated Statements of Earnings(in Thousands)

|                                                                             |                           | Six Months Ended June 30, |            
|---------------------------------------------------------------------------- | ------------------------- | ------------------------- | -----------
|                                                                             |                           | 2002                      |            
|                                                                             |                           |                           |            
|                                                                             | Interest Income           |                           | (Unaudited)
|Interest and fees on loans                                                   |                           | $                         | 5,824      
|Interest on federal funds sold                                               |                           |                           | 27         
|Interest on U.S. Treasury securities and U.S. Agency Obligations             |                           |                           | 222        
|Interest on securities issued by state and political subdivisions in the U.S |                           |                           | 660        
|Interest on other securities                                                 |                           |                           | 200        
|Other interest income                                                        |                           |                           | 0          
|                                                                             |                           |                           |            
|                                                                             | Total interest income     |                           | $          
|                                                                             | Interest Expense          |                           |            
|Interest on savings and interest bearing deposits                            |                           |                           | 448        
|Interest on certificates of deposit                                          |                           |                           | 2,453      
|Interest on federal funds purchased                                          |                           |                           | 3          
|Interest Federal Home Loan Bank advances                                     |                           |                           | 109        
|                                                                             |                           |                           |            
|                                                                             | Total interest expense    |                           |            
|                                                                             |                           |                           |            
|Net interest income                                                          |                           |                           | 3,920      
|Provision for loan losses                                                    |                           |                           | 270        
|                                                                             |                           |                           |            
|Net interest income after provision for loan losses                          |                           |                           | 3,650      
|                                                                             |                           |                           |            
|                                                                             | Noninterest Income        |                           |            
|Service charges on deposit accounts                                          |                           |                           | 363        
|Securities (losses) -net                                                     |                           |                           | (1         
|Gains/(losses) on sale of loans                                              |                           |                           | (4         
|Other fee income                                                             |                           |                           | 97         
|All other noninterest income                                                 |                           |                           | 146        
|                                                                             |                           |                           |            
|                                                                             | Total noninterest income  |                           |            
|                                                                             |                           |                           |            
|                                                                             | Noninterest Expense       |                           |            
|Salaries and employee benefits                                               |                           |                           | 1,534      
|Premises and fixed assets                                                    |                           |                           | 444        
|Intangible premium amortization                                              |                           |                           | 63         
|Other expenses                                                               |                           |                           | 895        
|                                                                             |                           |                           |            
|                                                                             | Total noninterest expense |                           |            
|                                                                             |                           |                           |            
|Income before income taxes                                                   |                           |                           | 1,315      
|Income taxes                                                                 |                           |                           | 280        
|                                                                             |                           |                           |            
|                                                                             | Net income                |                           | $          
|                                                                             |                           |                           |            
|Earnings per share, basic and diluted                                        |                           | $                         | 0.88       

See accompanying notes to consolidated financial statements.



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BOE FINANCIAL SERVICES OF VA., INC.Consolidated Statements of Cash Flows(in Thousands)

|                                                                                  |                                                                     | Six Months Ended                          |        |     
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------------------------------------- | ------ | ----
|                                                                                  |                                                                     | June 30,                                  |        |     
|                                                                                  |                                                                     | 2002                                      |        | 2001
|                                                                                  |                                                                     |                                           |        |     
|                                                                                  |                                                                     | (Unaudited)                               |        |     
|                                                                                  |                                                                     |                                           |        |     
|Cash Flows from Operating Activities                                              |                                                                     |                                           |        |     
|Net income                                                                        |                                                                     | $                                         | 1,035  |     
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                     |                                           |        |     
|                                                                                  | Depreciation and amortization                                       |                                           |        | 197 
|                                                                                  | Provision for loan losses                                           |                                           |        | 270 
|                                                                                  | Net amortization premium on securities                              |                                           |        | (59 
|                                                                                  | Net (gain) loss on sale of securities                               |                                           |        | 1   
|                                                                                  | Decrease (increase) in accrued interest receivable and other assets |                                           |        | (164
|                                                                                  | Increase in accrued expenses and other liabilities                  |                                           |        | 28  
|                                                                                  |                                                                     |                                           |        |     
|                                                                                  |                                                                     | Net cash provided by operating activities |        | $   
|                                                                                  |                                                                     |                                           |        |     
|Cash Flows from Investing Activities                                              |                                                                     |                                           |        |     
|Proceeds from sale of securities available-for-sale                               |                                                                     | $                                         | 1,153  |     
|Proceeds from maturities and calls of securities held-to-maturity                 |                                                                     |                                           |       |     
|Proceeds from maturities and calls of securities available-for-sale               |                                                                     |                                           | 3,045  |     
|Purchase of securities available for sale                                         |                                                                     |                                           | (6,817 | )   
|Net (increase) in loans to customers                                              |                                                                     |                                           | (7,397 | )   
|Decrease in federal funds sold                                                    |                                                                     |                                           | 7,617  |     
|Capital expenditures                                                              |                                                                     |                                           | (61    | )   
|                                                                                  |                                                                     |                                           |        |     
|                                                                                  |                                                                     | Net cash (used in) investing activities   |        | $   
|                                                                                  |                                                                     |                                           |        |     
|Cash Flows from Financing Activities                                              |                                                                     |                                           |        |     
|Net increase in deposits                                                          |                                                                     | $                                         | 1,386  |     
|Increase (decrease) in federal funds purchased                                    |                                                                     |                                           | 150    |     
|Dividends paid                                                                    |                                                                     |                                           | (304   | )   
|Net proceeds from issuance of common stock                                        |                                                                     |                                           | 39     |     
|                                                                                  |                                                                     |                                           |        |     
|Net cash provided by financing activities                                         |                                                                     | $                                         | 1,271  |     
|                                                                                  |                                                                     |                                           |        |     
|Net increase in cash and cash equivalents                                         |                                                                     | $                                         | 119    |     
|Cash and Cash Equivalents                                                         |                                                                     |                                           |        |     
|                                                                                  |                                                                     | Beginning                                 |        |     
|                                                                                  |                                                                     |                                           |        |     
|                                                                                  |                                                                     | Ending                                    |        | $   
|                                                                                  |                                                                     |                                           |        |     
|Supplemental disclosure of cash flow information                                  |                                                                     |                                           |        |     
|Cash paid during the year                                                         |                                                                     |                                           |        |     
|Interest                                                                          |                                                                     | $                                         | 3,116  |     
|                                                                                  |                                                                     |                                           |        |     
|Income Taxes                                                                      |                                                                     | $                                         | 325    |     
|                                                                                  |                                                                     |                                           |        |     

See accompanying notes to consolidated financial statements.



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BOE Financial Services of Virginia, Inc.Statement of Changes in Stockholders Equity For the Six Month Periods Ended June 30, 2002 and 2001 (in thousands) (Unaudited)

|                           |                                         | Common  Stock                                                                   |       | Additional  Paid-In  Capital |   | Retained  Earnings |  | AccumulatedOther Comprehensive Income |       | Comprehensive Income |   | Total |    
|-------------------------- | --------------------------------------- | ------------------------------------------------------------------------------- | ----- | ---------------------------- | - | ------------------ |  | ------------------------------------- | ----- | -------------------- | - | ----- | ---
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|Balance, December 31, 2000 |                                         | $                                                                               | 5,850 |                              | $ | 4,827              |  | $                                     | 6,367 |                      | $ | 171   |    
|                           | Comprehensive Income:                   |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           | Net income                              |                                                                                 |       |                              |   |                    |  |                                       |       | 889                  |   |       |    
|                           | Other comprehensive income, net of tax  |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           |                                         | Unrealized gain on securities available for sale, net of deferred taxes of $205 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           | Other comprehensive income, net of tax: |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       | 398
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           | Total comprehensive income              |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           | Cash dividends, $0.24 per share         |                                                                                 |       |                              |   |                    |  |                                       |       | (280                 | ) |       |    
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|Balance, June 30, 2001     |                                         | $                                                                               | 5,850 |                              | $ | 4,827              |  | $                                     | 6,976 |                      | $ | 569   |    
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    
|                           |                                         |                                                                                 |       |                              |   |                    |  |                                       |       |                      |   |       |    

|                           |                                                                                  | Common  Stock |       | Additional  Paid-In Capital |   | Retained  Earnings |    | Accumulated Other Comprehensive Income |       | Comprehensive Income |   | Total |    
|-------------------------- | -------------------------------------------------------------------------------- | ------------- | ----- | --------------------------- | - | ------------------ | -- | -------------------------------------- | ----- | -------------------- | - | ----- | ---
|                          
|                          
|                          
|                          
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|Balance, December 31, 2001 |                                                                                  | $             | 5,870 |                             | $ | 4,875              |    | $                                      | 7,788 |                      | $ | 514   |    
|                           | Comprehensive Income:                                                            |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Net income                                                                       |               |       |                             |   |                    |    |                                        |       | 1,035                |   |       |    
|                           | Other comprehensive income, net of tax:                                          |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Unrealized gain on securities available for sale, net of deferred taxes of $ 260 |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Other comprehensive income, net of tax:                                          |               |       |                             |   |                    |    |                                        |       |                      |   |       | 505
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Total comprehensive income                                                       |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Cash dividends, $0.26 per share                                                  |               |       |                             |   |                    |    |                                        |       | (304                 | ) |       |    
|                           | Issuance of common stock under dividend reinvestment plan                        |               |       | 9                           |   |                    | 28 |                                        |       |                      |   |       |    
|                           | Issuance of common stock under                                                   |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           | Employee Stock Option Plan                                                       |               |       | 1                           |   |                    | 1  |                                        |       |                      |   |       |    
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|Balance, June 30, 2002     |                                                                                  | $             | 5,880 |                             | $ | 4,904              |    | $                                      | 8,519 |                      | $ | 1,019 |    
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    
|                           |                                                                                  |               |       |                             |   |                    |    |                                        |       |                      |   |       |    

See accompanying notes to consolidated financial statements.

Page:   6



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BOE FINANCIAL SERVICES OF VA., INC.Notes to Consolidated Financial Statements

1.    The accounting and reporting policies of the registrant conform to generally accepted accounting
principles in the United States of America and to the general practices within the banking industry.  The interim financial statements have not been audited; however, in the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the consolidated financial statements have been included.

These financial statements should be
read in conjunction with the financial statements and the footnotes included in the registrants 2001 Annual Report to Shareholders.

2.    Earnings per share are based on
the weighted average number of common shares and common stock equivalents outstanding during the applicable periods.  The number of common shares and common stock equivalents used for the six month periods ended June 30, 2002 and June 30, 2001
were 1,180,925 and 1,172,017, respectively.

3.    Loans are shown on the balance sheets net of unearned discounts and the allowance for loan losses.  Interest is computed
by methods which result in level rates of return on principal.  Loans are charged off when in the opinion of management they are deemed to be uncollectable after taking into consideration such factors as the current financial condition of the
customer and the underlying collateral and guarantees.  Loan fees and origination costs are deferred and the net amount amortized as an adjustment of the related loans yield using the level yield method. The Bank is amortizing these amounts
over the contractual life of the related loans.



---

Item 2.    
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

Certain statements made herein are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking
terminology, such as believes, expects, may, will, should, or anticipates or the negative thereof or other variations thereon or comparable terminology, or by discussions of
strategy. These statements reflect the reasonable judgment of BOE Financial Services or Virginia, Inc. (the Company) with respect to future events and are subject to risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

CRITICAL ACCOUNTING POLICIES

GeneralThe Companys financial
statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  The financial information contained within our statements is, to a significant extent, financial information that is
based on measures of the financial effects of transactions and events that have already occurred.  A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or
relieving a liability.  We use historical loss factors as one factor in determining the inherent loss that may be present in our loan portfolio.  Actual losses could differ significantly from the historical factors that we use.  In
addition, GAAP itself may change from one previously acceptable method to another method.  Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan LossesThe allowance for loan losses is an estimate of the losses that may be
sustained in our loan portfolio.  The allowance is based on two basic principles of accounting: (i) SFAS 5, Accounting for Contingencies,which requires that losses be accrued when they are probable of occurring and estimatable and (ii)
SFAS 114, Accounting by Creditors for Impairment of a Loan,which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the
secondary market and the loan balance.  The use of these values is inherently subjective and our actual losses could be greater or less than the estimates.

The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries).  Managements periodic evaluation of the adequacy of
the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the estimated value of any underlying collateral, and current economic
conditions.

Intangibles.In July, 2001, the Financial Accounting Standards Board issued two
statements  Statement 141, Business Combinations,and Statement 142, Goodwill and Other Intangible Assets,which could potentially impact the accounting for goodwill and other intangible assets.  Statement 141 eliminated the
pooling method of accounting for business combinations and required that intangible assets that meet certain



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criteria be reported separately from goodwill.  Statement 142 eliminated the amortization of goodwill and other
intangibles that are determined to have an indefinite life.  The Statement requires, at a minimum, annual impairment tests for goodwill and other intangible assets that are determined to have an indefinite life.

Subsequent to the effective date of SFAS 142 an apparent conflict with SFAS 72 was raised as an issue, which allows certain intangibles arising from Bank and Thrift acquisitions
to be amortized over their estimated useful lives.

Upon adoption of these Statements, the Company re-evaluated its intangible assets that arose from
branch acquisitions prior to July 1, 2001.  It was determined that the intangible assets arising from branch acquisitions will continue to be amortized over their estimated lives in accordance with SFAS 72.  In the past, the Company has
classified intangibles arising from branch purchases exclusively to core deposit intangibles.  The Company will continue to amortize these intangibles awaiting a decision by FASB as to the final accounting treatment of these assets.  As it
is unknown how this accounting issue will ultimately be resolved, the Company cannot predict what impact, if any, there will be on future earnings.

The following discussion is intended to assist
readers in understanding and evaluating the financial condition and results of operations of BOE Financial Services of Virginia, Inc. (BOE or the Company or the Bank).  This section should be read in
conjunction with BOEs consolidated financial statements and accompanying notes included elsewhere in this report.

Overview      On June 30, 2002 BOE had total assets of $220.0 million, an increase of $2.8 million or 1.3% from $217.2 million at December 31, 2001.  Total assets at June 30, 2001 were $198.8 million.  The June 30, 2002 total
assets figure represents an increase of 10.7% or $21.2 million over one year ago.

Total loans amounted to $162.1 million on June 30, 2002, an
increase of $8.1 million, or 5.3% over the December 31, 2001 total loans of $154.0 million. This June  30, 2002 figure represents an increase of $14.1 million or 9.5% over total loans of $148.0 million on June 30, 2001.

The Companys securities portfolio increased $3.4 million, or 9.0% from $38.3 million at December 31, 2001 to $41.7 million at June 30, 2002. Total securities were
$34.7 million on June 30, 2001.  Federal funds purchased were $0.2 million on June 30, 2002, at December 31, 2001 BOE had federal funds sold of $7.6 million.  The Bank had federal funds purchased of $1.7 million as of June 30,
2001.

The Company is required to account for the effect of market changes in the value of securities available-for-sale (AFS) under SFAS 115. The
market value of the June 30, 2002 securities available-for-sale portfolio was $41.7 million compared to $38.3 million at December 31, 2001 and $34.7 million at June 30, 2001. The impact of the change in market value of AFS securities, net of
deferred income taxes, is reflected in the Statement of Changes in Stockholders Equity under Accumulated Other Comprehensive Income.  On June 30, 2002 $1.0 million represented the Companys net unrealized gain on AFS securities
compared to $514,000 at December 31, 2001 and a net unrealized gain of $569,000 at June 30, 2001.  These totals are also reported on the Balance Sheet under Stockholders Equity on the Accumulated Other Comprehensive



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Income line. Additionally, on January 1, 2001 the Company reclassified, at fair-value, $3,175,885 of held-to-maturity
securities into the available-for-sale category as permitted under SFAS 133.

Total deposits at June 30, 2002 were $189.9 million.  This $1.4
million increase is 0.7% greater than total deposits of $188.5 million at December 31, 2001 and $24.2 million, or 14.6% greater than total deposits of $165.7 million at June 30, 2001.

Stockholders equity at June 30, 2002 was $20.3 million and represented 9.2% of total assets.  Stockholders equity was $19.0 million, or 8.8% of total assets at
December 31, 2001 and $18.2 million, or 9.2% of total assets at June 30, 2001.

Results of OperationsNet Income
        Net income was $524,000 for the second quarter of 2002, or $0.45 per common share.  This compares to net income of $462,000, or $0.39 per common share in the
second quarter of 2001.  The increase in quarterly earnings for 2002 over 2001 was $62,000, or 13.4%.

The increase in quarterly earnings
was primarily attributable to a $501,000, or 25.7% reduction in funding costs due to the generally lower level of interest rates in the second quarter of 2002 compared to the same period in 2001.  This resulted in an improvement in net interest
income of 17.4%, or $300,000, from $1.7 million in  the second quarter of 2001 to $2.0 million for the second quarter of 2002.  Total noninterest income increased $24,000, or 8.1%, from $296,000 in the second quarter of 2001 to $320,000 in
the second quarter of 2002.

These increases in net income were offset by an increase in the cost of the Companys provision for loan
losses.  The Company expensed $80,000 more in the second quarter of 2002, $170,000, as compared to $90,000 in the second quarter of 2001 primarily due to increased volume in the loan portfolio.  Total noninterest expenses increased
$181,000, or 13.6%, from $1.3 million in the second quarter of 2001 to $1.5 million in the second quarter of 2002.  Income taxes were $139,000 in the second quarter of 2001 compared to $140,000 in the second quarter of 2002. Income taxes were
relatively unchanged even though the Company enjoyed higher earnings before taxes as a result of a higher volume of bank qualified municipal investments that receive favorable federal income tax treatment.

For the six month comparison period ended June 30, 2002 the Company had net income of $1.0 million compared to $889,000 for the same six month period ended June 30, 2001. 
This represents an increase of $146,000, or 16.4%.  Earnings per share were $0.88 for the six month period ending June 30, 2002 compared to $0.76 for the same period in 2001.

The increase in earnings for the first six months of 2002 was attributable to an increase of 12.2%, or $426,000 in net interest income.  Net interest income was $3.9 million
for the 2002 comparison period and $3.5 million for 2001.  Additionally, noninterest income was $601,000 for the 2002 comparison period and $540,000 for 2001.  This was an increase of $61,000, or 11.3%.



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Offsetting these increases to net income were an increase of 80%, or
$120,000 in the Companys provision for loan losses.  The Company expensed $150,000 to provision for loan losses in the first six months of 2001 compared to $270,000 for the same period in 2002 primarily due to loan volume. 
Additionally, noninterest expenses were $2.9 million for the six month period ended June 30, 2002 compared to $2.7 million for the same period in 2001.  This was a 7.8% increase, or $212,000.  Salary and employee benefits represents the
largest component of this increase, $190,000 greater for the 2002 six month comparison period.  Income taxes were $280,000 for the first six months of 2002 compared to $271,000 during the 2001 comparison period. This represents an increase of
3.3%, or $9,000.

Net Interest Income         The Companys results of operations are significantly affected by its ability to manage effectively the
interest rate sensitivity and maturity of its interest-earning assets and interest-bearing liabilities.  At June 30, 2002 the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $22.3 million,
compared with a $19.3 million excess one year ago. Net interest margins were 3.81% through June 30, 2002 compared to 3.77% through June 30, 2001 as determined through the Banks internal margin calculation.

Annualized net interest income on a tax-equivalent basis through six months of 2002 increased by 3.85% to $7.7 million from $6.8 million for the same period a year ago. 
Through the first six months of 2002 the Companys yield on earning assets was 6.78%, down from 8.14% a year ago, while its cost of average interest bearing liabilities decreased from 4.94% to 3.34% during the same period.  The Bank has
outstanding a two-year line of credit from the Federal Home Loan Bank of Atlanta for $8,000,000.  $4,000,000 of this amount matures during the fourth quarter of 2002 and the remainder in the fourth quarter of 2003.  The average cost of
this borrowing is 2.75%.  The Companys average loan-to-deposit ratio has decreased from 87.5% for the six month period ended June 30, 2001 to 82.5% for the same period ended June 30, 2002.

Provision for Credit Losses         The Companys provision for credit losses increased to $170,000 for the second quarter of 2002 compared to $90,000 in the second quarter of
2001 due to growth in the loan portfolio, known and inherent risks in the portfolio, and economic conditions.  For the six month period ended June 30, 2002 the Company had expensed $270,000 to its provision compared to $150,000 for the same
period in 2001. Net charged-off loans were $193,000 in the first six months of 2002 and $31,000 in the first six months of 2001.  The allowance for loan losses as a percentage of total loans was 1.33%, 1.35%, and 1.31%, respectively as of June
30, 2002, December 31, 2001 and June 30, 2001.

Noninterest Income         Noninterest income, including gains/(losses) on securities was $320,000 for
the  second quarter of 2002 compared to $296,000 in the same period of 2001.  This represents an increase of 8.1%, or $24,000.  All other noninterest income was $95,000 for the second quarter of 2002 compared to $77,000 for the same
period in 2001.  This represents an increase of $18,000, or 23.4%, primarily from increased income from the Companys partnership with UVest Investment Services that provides non-traditional bank investment products to its customers. 
Other fee income increased 82.4%, from $34,000 in the second quarter of 2001 to $62,000 in the second quarter of 2002.  This was due to an increased volume of refinancing and lending activity for the 2002 period compared to 2001.



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On a year-to-date basis, noninterest income increased 11.3%, or $61,000,
from $540,000 for the first six months of 2001 to $601,000 for the same period in 2002.

Noninterest Expenses         Noninterest expenses increased
$181,000, or 13.6%, from $1.3 million in the second quarter of 2001 to $1.5 million in the second quarter of 2002. Salaries and employee benefits comprised the largest component of this increase, $148,000, or 22.4%, from $660,000 in the second
quarter of 2001 to $808,000 in the second quarter of 2002.

For the six month period ended June 30, 2002 noninterest expenses increased $212,000, or
7.8%, to $2.9 million in the 2002 comparison period from $2.7 million in 2001.  Salaries and employee benefits were the major component of this increase, $190,000, or 14.1%, from $1.3 million in the 2001 comparison period to $1.5 million in the
first six months of 2002.

Income Taxes         Income tax expense for the second quarter of 2002 was $140,000.  This represents an increase of
$1,000, or 0.7% over $139,000 in income tax expense for the same period in 2001.

Through the first six months of 2002 income tax expense increased
3.3%, or $9,000, from $271,000 to $280,000.

Asset Quality         The Companys allowance for credit losses totaled $2.2 million on June 30, 2002 or
1.33% of total loans, as compared to 1.35% at December 31, 2001 and 1.31% on June 30, 2001.  On June 30, 2002 the Company had non-accruing loans of $841,000 compared to $907,000 on June 30, 2001.  Loans past due 90 days or more and still
accruing interest totaled $1.8 million on June 30, 2002 compared to $552,000 on June 30, 2001.

Capital Requirements         The determination of capital
adequacy depends upon a number of factors, such as asset quality, liquidity, earnings, growth trends and economic conditions.  The Bank seeks to maintain a strong capital base to support its growth and expansion plans, provide stability to
current operations and promote public confidence in the Bank.

The federal banking regulators have defined three tests for assessing the capital
strength and adequacy of banks, based on two definitions of capital.Tier 1 Capital is defined as a combination of common and qualifying preferred stockholders equity less goodwill.  Tier 2 Capital is defined as
qualifying subordinated debt and a portion of the allowance for loan losses.  Total Capital is defined as Tier 1 Capital plus Tier 2 Capital.

Three risk-based capital ratios are
computed using the above capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy.  All assets and off-balance sheet risk items are grouped into categories according to degree
of risk and assigned a risk-weighting and the resulting total is risk-weighted assets.  Tier 1 Risk-based Capital is Tier 1 Capital divided by risk-weighted assets.  Total Risk-based Capital is Total Capital divided
by risk-weighted assets. The Leverage ratio is Tier 1 Capital divided by total average assets.



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At June 30, 2002 the Banks ratio of total capital to risk-weighted
assets was 11.54% and its ratio of Tier 1 Capital to risk-weighted assets was 10.32%. The Banks leverage ratio (Tier I capital to average adjusted total assets) was 8.33%. These ratios exceed regulatory minimums.

PART II - OTHER INFORMATION

Item 1. 
Legal Proceedings   None

Item 2. 
Changes in Securities   None

Item 3. 
Defaults Upon Senior Securities    None

Item 4.   
Submission of Matters to a Vote of Security Holders

BOE Financial Services of Virginia, Inc. held its annual shareholders meeting on May 10, 2002.

(a)    R. Tyler Bland, III, L. McCauley Chenault, Robert F. Hutchinson and William Guy Townsend, all of the directors nominated for election, were elected to the Board of Directors of the Company to
serve until the Annual Meeting held in 2005 and until their successors are duly elected.

Votes were cast in the election of Directors as follows:

|                     |  | FOR     |  | AGAINST |  | ABSTAIN | 
|-------------------- |  | ------- |  | ------- |  | ------- | 
|R. Tyler Bland, III  |  | 950,783 |  | 1,360   |  | 0       | 
|L. McCauley Chenault |  | 950,483 |  | 1,360   |  | 300     | 
|Robert F. Hutchinson |  | 949,983 |  | 1,360   |  | 800     | 
|William Guy Townsend |  | 950,783 |  | 1,360   |  | 0       | 

The appointment of Yount, Hyde & Barbour, P.C. as independent auditors of the Bank for 2002
was ratified by the shareholders of the Bank.

|FOR     |  | 949,780 | 
|------- |  | ------- | 
|AGAINST |  | 400     | 
|ABSTAIN |  | 1,963   | 

Item 5. 
Other Information

None



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Item 6.-
Exhibits and Reports on Form 8-K

|(a)     Exhibit  Listing                  
|------------------------------------------
|                                          
|Exhibit Number                            
|                                          
|2                                         
|                                          
|3(a)                                      
|                                          
|3(b)                                      
|                                          
|10(a)                                     
|                                          
|10(b)                                     
|                                          
|10(c)                                     
|                                          
|10(d)                                     
|                                          
|99.1                                      
|                                          
|99.2                                      
|                                          
|(b)     No reports on Form 8-K were filed.



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Signatures

In accordance with the requirements of the Act, the registrant caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

|BOE Financial Services of Virginia, Inc.(Registrant) |     |                                                            | 
|---------------------------------------------------- | --- | ---------------------------------------------------------- | 
|                                                     |     |                                                            | 
|8/14/02                                              |     | /s/ George M. Longest, Jr.                                 | 
|                                                     | By: |                                                            | 
|(Date)                                               |     | (Signature)                                                | 
|                                                     |     | George M. Longest, Jr.                                     | 
|                                                     |     | President and Chief Executive Officer                      | 
|                                                     |     |                                                            | 
|8/14/02                                              |     | /s/ Bruce E. Thomas                                        | 
|                                                     | By: |                                                            | 
|(Date)                                               |     | (Signature)                                                | 
|                                                     |     | Bruce E. Thomas                                            | 
|                                                     |     | Secretary, Senior Vice President & Chief Financial Officer | 
|                                                     |     |                                                            | 

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